it's enough to make me run away with you
by smc-27
Summary: Puck/Rachel/Will. "Puck sees what's going on during the last half of their senior year, and he doesn't like it. Not only is it weird and just a little gross, but Rachel could do better. He wonders if she calls Schue 'Will' when they're alone."


**A/N:** This is totally cracky. Even crackier than Cheapen's (thanks, bb!) prompt required. I don't know how it ended up like this, but here we go. It's a Puck/Rachel/Will triangle! (Cracky!)

* * *

She tried this shit once before, and if she thinks he didn't notice it then, too, she's fucking looney.

Loonier.

What the fuck ever.

Basically, Puck sees what's going on during the last half of their senior year, and he doesn't fucking like it.

Not only is it weird and just a little gross, maybe, but Rachel could do better than Mr. Schue.

He wonders if she calls him Will when they're alone.

* * *

It happens like this:

Sophomore year, Puck and Rachel date for eight days, spend most of their time making out and trying to learn how to tolerate one another. (The making out is awesome. The tolerating, they never quite perfect.)

Sophomore year, Rachel rebounds from Puck by going a little swimfan on Mr. Schue. (Maybe it's not a rebound, but Puck's going to believe it is. The timing fits.)

Junior year, Puck comes back to school single and hits on just about everyone he can. (He was in a relationship for way to fucking long. He and Quinn breaking up just happened to line up perfectly with the beginning of the school year.)

And yes, this includes Rachel. She's single, and they make out at a party once, but she tells him not to tell anyone, and he says, "Trust me, I won't." And then she gets all offended and walks away. So there's that.

Also junior year, Mr. Schue and Miss P. get it together for good, apparently. Whatever. Puck doesn't care. Rachel and Finn start dating after Sectionals. Quinn and Matt hook up, which Puck thinks is pretty fucked, but doesn't really have an opinion about. Artie and Tina break up, and yeah, he and Tina kind of fuck around for a couple weeks behind everyone's backs, but they end that shit mutually. Tina's cool and doesn't even care that he acts like he barely knows her. And yeah, he thinks of hooking up with Mercedes, just so he can say he at least made out with all the chicks in glee club, but when he suggests it, she looks at him like he's a piece of shit (he might be) and tells him he's out of his damn mind (also a possibility).

Senior year, Puck is actually like, dating Santana, which is pretty fucked up, since he knows she fucks around with Brittany on the side. What kind of idiot would complain about that? And he convinces them to let him watch. Then he convinces them to let him join, which is fucking awesome. She dumps him for pretty much no reason, so he fucks Brittany behind her back and that just pisses her off even more. Whatever.

Mr. Schue and Miss P. break up, and she moves to Toledo or something like that. Mr. Schue goes through this period where he forces the glee club to sing songs like Said I Loved You, But I Lied and Tracks of My Tears and, kind of awesomely, All We Ever Do Is Say Goodbye. (They'll take that one to Sectionals and bring the house down.)

And then Finn and Rachel break up and it's this whole big drama and Puck tries to ignore it because sometimes Rachel looks so fucking _sad_ that it makes _him_ feel like shit, and for once he has nothing to do with it.

She sings her ass off at Sectionals, which is a total cakewalk, and he hugs her when she smiles at him. You know, teamwork and whatever.

They make out again at some Jewish gathering over Christmas break. Yeah, that sounds fucked up, but he's not about to petition to Figgins or anything like Rachel's blathering on about. Actually, that's why he pulls her into the coat room of the JCC. She's talking too goddamn much, and since he's the only person at this stupid party she even knows, he's been the one she's talking to. He figures kissing her always shut her up pretty good.

Then get this. She says, "Noah, I don't care about you."

He laughs a little. "'S'fine."

She pulls away from him, lets go of his tie and looks into his eyes. "Do you care about anything?"

And very seriously; "Pussy."

She totally thinks that he doesn't see her smile, but he totally does.

He still can't really get her to do anything but just make out though, so that kind of sucks. Again, neither of them want anyone to know, so he watches as she smoothes her hands over her hair and walks from the room without another glance.

Sometime after the holidays, Schue asks Rachel to stay after practice, and she's a little too eager to do it. Puck isn't an idiot. And he doesn't like the look on her face. (He's seen it before, directed at him.)

That's pretty much where we're at now.

* * *

She knows it's irresponsible.

No, that's not the right word. It's not irresponsible, it's just..._ridiculous_.

The thing is, it starts out innocently. He catches her crying a couple weeks after she and Finn have broken up, and she shouldn't be upset about it anymore. But she thinks that if anyone understands what she's going through, it's Mr. Schue. He's going through the same thing. The only difference is that he doesn't have to see his ex every day. She has to sing with Finn, pretend it doesn't hurt her to see him flirting with Santana or whoever else. He hugs her and she lets her arms come to settle on his back.

He helps her with their songs for Sectionals. He gives her a solo with just choral backing because she deserves it and she's the best, and he actually admits that to her for the first time. She wonders if maybe it's just because she's a senior now or something. He tells her that she'll really be something someday if she can keep her ego in check.

For whatever reason, him saying those words makes her feel amazing, even if it is a bit of a backhanded compliment.

He hugs her tight after Sectionals, tells her he's proud of her, and she looks away first. She pulls away from him and hugs Noah, because something about the way Mr. Schue was looking at her made her feel something. Something familiar and not at all bad, and she can still remember that awful phase she went through two years ago.

She kisses Noah over the holiday break because even if the two of them barely speak, he's still an adept kisser, and he's available. (And he's not a teacher or 15 years her senior.)

When school starts again, Mr. Schue takes her advice and starts thinking of Regionals immediately. They've been beaten two years in a row, and she won't let it happen again this year, her senior year. So they meet in his office after school one day and talk about song selections and choreography.

It's different, this meeting. They're laughing together and he listens to her speaking instead of dismissing her suggestions or insisting he has to take it to a vote. (Not all of her ideas get used, but she doesn't hold it against him.)

He gives her a ride home one day after practice when her dads call a little too late to say they can't pick her up. Everyone else has left. Their hands brush when he takes her bag from her to carry it. He smiles. She gets butterflies.

This is all very strange. She refuses to let herself get caught up in this.

But then they're in his office and she's giving him her notes about their ballad for Regionals, and the door is closed, and the blinds are drawn, and she catches him looking at her lips. That's never happened before.

So she kisses him. He doesn't kiss her back. She pulls away immediately and puts distance between them, and she starts talking about how she's sorry, how it was wrong of her to do that and she understands if he can't be alone with her any more. Her eyes are closed, her cheeks red with embarrassment.

"Rachel," he says calmly. She looks at him, pleading with him not to make this worse. "It's okay."

"It's _not_."

"Well, no," he says, and they both laugh a little. "But if I wasn't...and if you weren't a student..."

"Don't say that." She's shaking her head. This can't be happening. How is this happening? She annoys him! He tolerates her because he's a teacher and he has to! He's not supposed to _like_ her. "I have to go."

"You should," he says, standing in front of her and passing her music back to her.

He kisses her before she can open the door. (She leaves right after anyway, but the damage is done.)

Everything changes from there.

* * *

Puck doesn't know what it is about Rachel, but he always has this urge to (shut up) protect her or something. It's fucked. It happened when Jesse fucked her over. (He punched the dude in the face so hard, Jesse fell on his ass.) It happened when Finn broke up with her. (Finn's his boy, so he just got a stern talking to. Whatever.) And then there's the sticking up for her sometimes when people are treating her like shit, which they still do sometimes.

Sometimes he thinks she's just this silly, naive girl who can't take care of herself. If he's going to be really honest. Seriously. Mr. Schue?

He catches up to her one day between the end of class and the start of glee. She's walking down the hall, her skirt bouncing against her thighs. They're the only two people in the hall, so she runs to catch up to her. When he touches her elbow, she turns around, then her face falls.

"Expecting someone else?" he asks, his brow raised.

"I wasn't expecting anyone. Can I help you?"

He'd believe her if she was looking him in the eye. "If seen you, you know."

"Well, congratulations, Noah," she says, rolling her eyes.

"Sarcasm? Really?"

"Maybe if I had any clue what you're talking about, I'd give you an answer closer to the one you're looking for. Until you clue me in, however..."

"You and..." His voice is a little louder than he intended it to be. "You and Schue."

"You're being ridiculous."

"Come on, Rachel," he says, shaking his head. "You forget that I'm like, the king of picking up what girls are putting down. I'm not fucking blind."

"We've established that," she says dryly. "Mr. Schuester and I are merely attempting to win Regionals. It's taking extra work, extra dialogue. Unlike you, I actually care to take the time to meet with him."

He smirks at her. He wonders where she learned to bullshit like that. "Well, I care about glee. Maybe I'll come to your meetings," he says.

She looks pissed. Or disappointed.

"Fine," she says stoically. "Today after rehearsal."

"It's Friday."

"You wanted to talk, so you can talk. I can't wait to hear your ideas."

She turns and walks away. He thinks he's just been played.

(He's too proud to blow off the meeting, so he sits there and listens while she and Schue talk. But his suspicion is only confirmed. He can read her better than she thinks.)

* * *

Every time Noah looks at her now, she wonders if he can see what she's trying so hard to hide from everyone else. Not that there's really all that much to hide.

Just reciprocal feelings between herself and a teacher that they're both trying very, very hard not to act on.

Sometimes she wonders if it's all in her head. But it's not. Mr. Schuester smiles at her, winks sometimes when no one else is looking. The other day they were addressing the group together, and his hand lingered on her back longer than it had to.

They haven't kissed again. She hasn't let that happen. Or maybe he hasn't. Either way, it hasn't happened.

She desperately wants it to.

But then everywhere she looks, there's Noah, watching her. She's walking and talking with Mr. Schuester once and Noah doesn't take his eyes off her. Not them, just her. It's like he's trying to warn her or something.

She doesn't know why he cares so much.

* * *

"Mr. Schuester, I really think..."

"Rachel," he laughs. "You can call me Will."

She blushes a little bit. They're in his office, sitting next to one another in the chairs across from his desk. She's got choreography storyboarded on thick poster board between them. He's holding one side, she, the other. His arm brushes hers and she honestly doesn't know what she's doing.

"Will. That sounds very...I don't know."

He smiles and turns toward her a little more. "You don't have to call me Will."

"No, I want to," she insists. "I suppose I'm still just trying to figure out which lines to cross and which to stay far, far away from."

There's a gleam in his eye. She gets the impression that he'd say something wholly inappropriate if the situation were any different. She wishes it was.

"Well, we shouldn't be crossing any of them," he reminds her. She smiles and nods her head. "But..."

She bites her bottom lip. His hand finds her knee beneath the poster board. "But..."

He meets her in the middle, kisses her, and the fireworks go off in her stomach.

"This is so..." she starts. He brushes his lips against hers to silence her. Boys are always doing that.

(_Men_? She's so confused.)

"Good?"

"Yes," she laughs. "But I was going to say wrong."

"That too," he says quietly. "You should..."

"Yes. I have history homework." He looks amused. She thinks maybe reminding him that she's a student is the wrong thing to do. "I should try not to say things like that."

"It's fine," he says. He stands first, putting the poster board against the wall. He's promised her he'll study it later. "Go home, Rachel."

"I'll see you tomorrow," she says. She gives his hand a squeeze before she steps out into the hall.

Noah is walking in her direction as she heads for the door. She smiles, hitches her bag over her shoulder, but doesn't acknowledge him any more than that.

"What are you still doing here?" he asks, stepping right in front of her.

"I could ask you the same thing."

"Forgot my chem book in my locker," he says. "You have a date or something?" She rolls her eyes, then gives him her best glare. "I mean, where else would you two go?"

"Noah," she hisses. "Please. You seem to have it in your head that..."

"You see anyone else around here coming out of his office with pink cheeks and big fuckin' smiles? I don't. Just you, Rach," he says seriously. "Come on. I know you're all broken up over Finn, but..."

"This has nothing to do with Finn!" she cries. He gets this big stupid smirk on his face and she realizes she's just basically admitted to what he's been accusing her of. "Have you considered that maybe I used _you_ to get over Finn?"

He scoffs. "I don't think so, babe. People don't use me. I use them."

"Clearly," she mumbles.

He looks at her for a second. He honestly wonders what she thinks of him. He shouldn't care. He doesn't owe her anything. She doesn't owe him anything. But he doesn't want this thing with her and Schue going on.

"What are you doing, Rachel?" he asks quietly.

He actually sounds concerned. "Noah, please. Even if there was something going on, which there's _not_, you are certainly the last person I would be talking to about it."

He thinks about it for a second. He's almost proud of her for lying. Almost. Then there's the fact that he doesn't believe her at all. Not one bit. He could have sworn Mr. Schue had his hand on the small of her back for a good 10 seconds the other day. And Puck knows what Rachel looks like post-kiss. He's seen it enough.

This, right here? She's post-kiss.

He doesn't like it. _At_ _all_.

"You can if you want," he says, for whatever reason. "You know I'm discreet and shit."

She scoffs and rolls her eyes again. "I'll keep that in mind."

She breezes past him. He watches the sway of her hips as she goes. Nothing new. He does this a lot.

* * *

She gets home and realizes that nothing she says is going to convince Noah that there's nothing going on.

And it would be nice to have someone, anyone, to talk to about this.

* * *

_Meet me somewhere?_

He smiles when he gets the text. Either she finally wants to come clean, or she's asking him to make out.

Either way...

_Sure. Where?_

_Ice rink. _

What the fuck? Why the hell would she want to go to the ice rink? He doesn't get that. Not to mention, it's fucking cold outside already. Shouldn't she suggest somewhere warm? Like, say, her bedroom? He's pretty sure he could screw this Schue obsession right out of her. And he could seduce her, too. They've already dated and made out and, shit, that one time she totally stroked him through his jeans at that party before he said the wrong thing and she got pissed and left. At least she'd left him close. And she looks hot when she's mad.

Anyway. Where were we? Right. Heat. The ice rink is just about the last place he'd choose to meet. But whatever. It gets him out of his house with his crazy mom and annoying sister, and maybe Rachel will finally admit the thing he already knows.

He sees her sitting in the stands, bundled up in her scarf and jacket when he gets there, so he springs for hot chocolate before he goes inside to meet her. She looks at him like he's crazy when he hands her the cup.

"It's just hot chocolate. I didn't spike it with anything," he tells her as he sits down. "'S'fuckin' cold in here."

"I like it," she says, cradling the styrofoam cup in both hands. "I always wanted to be a figure skater."

He looks out on the ice surface, where there are pairs of people skating around. "Yeah?" he asks, because he figures that if she's going to talk to him, he can, you know, at least sound interested.

"Ice dance. Like this," she says, pointing to the couple at the middle of the ice. "I could, too. I'm an excellent dancer."

He smirks at her. "You're alright."

"I'm _excellent_," she says, glaring at him. He gives her a half-grin. "I'm an excellent dancer, but a terrible skater."

"You mean you're bad at something?" he teases. She blows the steam off her hot chocolate. "Alright. Fuck. Spill. I know you didn't bring me here to talk about fucking figure skating."

She takes a deep breath and looks down at her lap. She doesn't know why she's doing this. She really shouldn't trust him. But then again, he's never told anyone about those times they've made out and she's done incredibly...almost sexual things with him. (She remembers how he felt, hard through his jeans when she ran her hand over him.)

Oh, god. She's blushing.

"It's nothing. Honestly," she tells him. He's not convinced in the slightest. "It's...It's silly, really."

"How silly? Like, you have feelings and he doesn't and he's smart enough to ignore it? Or like, you let him nail you over the desk in his office?"

"Noah!" she hisses, looking around them. There's no one within earshot. "I don't even know why I'm talking to you about this."

"Because I'm the only one who isn't too much of an idiot to see what's going on," he says seriously. "Rachel, you know how fucked this is, right? Like...you know that."

"I know," she whispers. "I know that."

"He's a teacher. I mean...What do you think is gonna happen?"

"I don't know," she admits quietly. "I don't. But...but he feels...he has feelings for me, too, and I'm only in school for another four months, and then..."

"And then _what_?" he asks with a laugh. "Then you go to New York? L.A.? Chicago? He stays here and you two fuckin' hook up on holidays? Come on, Rachel."

"I don't know." He sighs, shakes his head, and she turns to him. "I don't know. It's just nice to not date a _boy_."

He lets out a bitter laugh. "Date? You're calling meeting a couple times a week in his office _dating_."

"You know, I can't understand why you're so interested in my love life all of a sudden. You didn't care when I dated Finn, and he's your best friend. In fact, you barely spoke to me at all. So why now? Why do you care _now_, all of a sudden?"

He takes a deep breath and sets his hot chocolate down on the floor between his feet. "You're gonna get fucked over."

"Yes, well, again. That happened with Finn, too. You didn't stop that."

"Finn isn't your fucking teacher! He's not 35 and divorced. You forgetting that he almost had a kid?"

"He didn't."

"He thought he was having one. He wanted one. Probably still does. Shit, Rach. Are you gonna give up your..."

"I don't know!" she cries. Her voice echoes through the ice rink, even over the music. "I don't _know_. I just...I have feelings for him."

"You're fucking nuts," he says, shaking his head. "You are. You know this is gonna be a shitfest."

"Noah, I know you aren't a master of understanding your feelings, but when you actually _have_ them for someone, you just want...you want it to _work_. It doesn't even matter how. You just want it to work."

He picks up his cup again, stands, and takes a couple steps down on the bleachers. When he turns back to her, she's watching him. "You really think it's going to work?"

"I want it to."

"That's not what I asked," he tells her. Her eyes meet his and she shrugs helplessly. "And for the record? I'm not a boy." Her brow furrows. "I don't treat women like other guys my age do."

He walks away, then, and she's left just sitting there, listening to the music in the rink and the blades cutting into the ice.

She doesn't think anyone's ever really called her a woman before.

And why is he making it sound like he wants to be with her or something?

* * *

He decides he's going to have to take matters into his own hands. There's no way Rachel's going to end this. Mr. Schuester will, if someone can knock some sense into him. It's like Sylvester is always saying; maybe all that product really is seeping into his brain. Puck thinks that if he can get the dude to realize that, hey, Rachel's 18 and a student and therefore off limits, asshole, then maybe things will go back to normal.

So he starts running some interference.

First, he shows up to practice early. Every day. Rachel is pissed. It's cute. Then, one day after practice, he asks Mr. Schue for some advice, asks if he can meet in the dude's office. The look on Rachel's face? Puck wishes he had a camera. He thinks he might be interrupting a 'date' or something.

This is gonna be awesome.

"So what's up, Puck?" Schue asks as he sits down at his desk.

"I just...Okay. I've got this situation. There's a girl," Puck says. He's such a fucking awesome liar. "But it's just that she's younger."

Schue chokes on his water. "Oh. Well. How much younger?"

Puck laughs. "Well, not like 15 years or anything. I mean, fuck. Who does that?" he asks. Mr. Schue just nods. Puck thinks this is amazing. "I like her, you know? And she's smokin' hot. It's just that I'm leaving for school soon, and then what? I mean, I'm not a long-term relationship guy, really. And long distance? I'll suck at that."

"I'm not understanding what you're asking me here, Puck," Mr. Schue says, leaning forward a little.

"It's just that...If the relationship won't be going anywhere, should I even bother starting it?"

Puck can see the wheels turning. Mr. Schuester is seriously thinking about all this.

"Well, I think that ultimately, it's the experience you go after. Not every girl you date has to be _the one_," Schue explains seriously.

Puck thinks this is bullshit. Not because he doesn't agree, but because dude is totally trying to justify his own actions, which is pretty fucked up.

"Would you do it?" Puck asks. "I mean, if you knew there was no future there. Would you just go for it anyway?"

"Oh. Well, I..."

"I'd ask a guidance counselor, but, you know...we don't have one of those right now."

(Yeah, he figures throwing that whole thing out there can't hurt.)

"Well, look, Puck, I think you just have to really think about what you want. Follow your heart. You'll know if she's worth it."

Puck is getting the impression that this dude like, actually has _feelings_ for Rachel. It's not all in her head. (He was kind of hoping it was.) Mr. Schue is actually getting involved with a student.

Holy shit.

"And if it's worth it...I mean, you'd go for it?" Puck asks. He feels weird now, like he's way too involved in this fucked up situation when it has nothing to do with him. He wishes he could go back to not caring. Those were the good old days.

"I would," Schue says confidently. "You never know unless you try, right?"

Just when Puck thinks this whole meeting is totally fucked and only pushing Schue closer to Rachel, something amazing happens. It's like stars aligning or something.

Rachel plays right into his hands.

His phone rings in his pocket and he reaches for it, seeing her name on the screen. Mr. Schue motions for him to take it.

"Hey, Rach," Puck says casually. He winks at Mr. Schue when the guy looks at him with a furrowed brow. Rachel is absolutely laying into him, asking what in the world he's doing and yadda yadda yadda. "No, sure, I can meet you...Chinese? I love Chinese...I'll pick you up in a half hour."

He hangs up and Mr. Schuester is pretending to grade papers or some shit, and Puck stands.

"You two are...I didn't know you two were close," Schue says.

Puck shrugs and slings his back pack over his shoulder. "She's cool, you know? I mean, when she's not being crazy."

And then _this_ happens:

Schuester gets this little smile on his face, a sparkle in his eye or whatever, and says, "Yes, she is."

Puck leaves before he does something crazy like call the dude out on this shit.

* * *

Puck decides that he really is going to take her to dinner. Or at least try, because he's pretty sure there's no way she's going to leave the house and go anywhere with him.

But he drives around for a good 20 minutes first, thinking about what Mr. Schue said about not knowing until you try. And Puck thinks that of all the people he knows, he and Rachel have the most in common. And that sounds pretty fucked up, actually. But they're both stubborn, and they both want to get the fuck out of this town. They both want to win at everything they do (Puck's a little less scary about it, but whatever). He likes her, he thinks. She's seriously nice, and she's funny when she's not freaking everyone the hell out with her tirades and five dollar words. The other night at the ice rink when they were just talking, he didn't want to jab a pen in his ears or anything. And he thinks he likes learning shit about her, like when she told him she wanted to be a skater or whatever.

So when he shows up at her house, he realizes that he fucking _likes_ her. He realizes that's the reason he's so pissed (and he is _pissed_) about this Schuester thing. It wouldn't matter who she dated, he'd still hate the douche. He's trying really hard not to look back to sophomore year and figure out if that's always been true. (He hated Jesse, and he always felt weird around she and Finn.)

So fuck. He like, actually likes her.

She answers the door and immediately glares at him.

"What are you doing here?" she asks.

"Didn't you hear? I told you I was coming."

"And I called you a manipulative delinquent with no morals!"

He smirks and pushes past her into the house. He regrets it for a second, because he's pretty sure that her dads don't like him, but whatever. He doesn't see them around. That's a bonus. His mind immediately goes to a different place. Like, a bed, nakedness, her moaning his name...

"What do you want?" she asks, closing the door behind her.

He could answer honestly, but she'd probably slap him. As hot as that could be, he's not going to push his luck.

"Can't a guy just wanna hang out? Shit." He sits down on the sofa and props his feet up on the table, grabbing the remote for the television. "I think there's a Cavs game on."

"Noah!" she shouts. She walks over and stands directly in front of the television. "What did you say to him?"

"Nothing," Puck says, smirking as he shrugs his shoulder. "Just asked for some advice. See, there's this younger girl and it could never work. Wanted his opinion." The way she's staring at him, he doesn't know if she's going to kill him or burst into tears. "For the record, he said to go for it. Follow my heart or some shit."

She cracks a little smile. "Well, now do you believe me that it's not so crazy?"

"Oh, it's still crazy," he tells her. She walks over and sits next to him on the sofa. "I still think you're fuckin' nuts. But hey, at least you're not delusional. That's a technical!" he shouts at the television. "Fuckin' refs, man."

"Noah, may I ask why you're so interested in my love life?" she asks, turning towards him a little more. If his eyes fall to her thighs, it's because her skirt is barely covering her right now, and you bet your ass he's gonna look. She doesn't even scold him.

"First of all, you're not in love with the dude, okay? You're not."

"It's an expression."

"And second of all, you ever think that _maybe_ I'm not a complete dick, and _maybe_ I don't want to see you get fucked over?" he asks. He doesn't take his eyes off the television as he speaks, or she'd probably accuse him of being into her or something.

Which he totally is.

"I hadn't actually thought of that," she says. He glances over and she's got this little smile on her face. She looks down and plays with the hem of her skirt. Seriously, if that thing moves up any higher, he can't be held accountable for what he does. "Noah, do you actually care about me?"

"Hell no."

"Noah," she laughs.

"Where're your dads?" he asks.

"Out to dinner with friends."

She's confused. He's gonna un-confuse her. (She'd tell him that's not a word. He doesn't care.)

He turns to her, slips his hand into her hair and pulls her toward him. He doesn't do it fast enough that she couldn't pull away. He does that on purpose. If she really wanted to, she could fight him on it. She doesn't, though. She just lets him kiss her. And it's awesome. She moans when he runs his tongue slowly along the seam of her lips, and she doesn't hesitate before letting him deepen the kiss. Her hand ends up fisting the collar of his shirt, and this shit? He's convinced that she's not all in with Schue. She's got at least some sense.

She lets him lay her back on the sofa, though she doesn't know why. What is she doing? She has feelings for someone else! But there's always been this tension with Noah, and if she's being completely honest, it can probably only be defined as sexual. They come together when they're both single and do this and it's always, always amazing. They've never slept together or done anything more than just kissing, really, and (she hates this term, but it applies) heavy petting. Sometimes when he touches her, like right now, his hand on her thigh beneath her skirt, she feels like her skin is on fire. She's never felt that with anyone else. She doesn't know if that's good or bad.

"Does he kiss you like this?" Puck asks, his lips teasing her neck. She doesn't answer. He wants her to. "Does he?"

"No," she breathes out. She arches into him a little bit, rolling her hips. She really likes the sound that pulls from him.

"He won't," he tells her. He's unbuttoning her shirt and she can't make him stop. "He won't show up at your house. He won't take you out. He won't touch you."

She moans when he palms her breast through her bra. She knows he's right. She doesn't want to believe it. "He might. He could."

"He _won't_."

"You don't know..." He bites gently at her collarbone. He remembers that gets her totally hot. "_Noah_."

Shit, he loves the way his name sounds when she says it. He pulls away a little bit and looks down at her, her shirt open, pink bra showing. Her lips swollen and eyes shut. Hair a mess and chest heaving. Fucking gorgeous.

"Rachel, if you don't stop me, I'm...I'll take you right here."

She kisses him again, just gently. (She's hoping he won't be able to tell how much she might actually want that.) He thinks it means something that she just doesn't push him away.

"Okay. Stop," she says. They both sit up and she's combing her fingers through her hair when she asks, "why did you do that?"

He thinks it's funny (and hot) that she worries about her hair before she buttons her shirt. "Because."

"That's it?" she asks. "Because?"

"Yup." She's still looking at him, waiting for an answer. "Look at you. Your skirt is fucking _criminal_ and you look hot as fuck." She rolls her eyes, but she's smiling. "And you need someone to show you what you're missing."

"What I'm missing?"

He switches off the television and stands, looking down at her. "You need sex, Rach. He's not gonna give that to you." She looks shocked. He leans down and kisses her. "I'm out. Later, babe."

He leaves because if he stays...If he stays, knowing she didn't fight him just now, he'll just end up having sex with her, and he can't do that. Mostly because he doesn't want her to think that's all he wants from her. God help him, he wants more than that. (Sex too, because shit, that girl can _kiss_. He's pretty sure the sex would be mind-blowing.)

Rachel watches him go, then locks the door behind him when she hears his truck start and back out of the driveway.

She doesn't know what to do right now. She knows he uses his kisses and his hands and (_wow_) his body to convey his feelings.

He really does care about her.

There's a little part of her that's always cared about him too, no matter what she may have said.

* * *

She marches into Mr. Schue's (Will's? She's still very conflicted about what to call him) office the next day and closes the door behind her. It's before school officially starts, so there are only a few students milling around in the halls, and he's doing something at his desk. He smiles when he looks up and sees her. That smile kind of gives her butterflies.

But then, she thinks, the butterflies have been fluttering around in her stomach since the night before when Puck pushed her back into her couch cushions.

"Good morning, Rachel," he says, putting down his pen.

"Good morning. I need you to kiss me."

He sputters and his eyes go wide. "I beg your pardon?"

"I know. It's...I'm crazy to just walk in here and immediately command that you kiss me, but you see, there's just...This, us, whatever this is, I just...I need to..."

He's across his office now, standing in front of her, and he takes her face in his hands.

He kisses her like he's kissed her the other times. Soft. Sweet. Not holding her tightly or tugging at her clothes or pressing her close to him.

Not like the other man. (And yes, she's resolved herself to thinking that Noah is, in fact, a man. He's demonstrated it rather convincingly.)

"Rachel, calm down," he says, grinning at her. "I know this is very strange for you. It's strange for me, too. But it's okay."

The more he says that, the less she believes it.

"How is it okay?" she asks, pulling away from him. She hadn't realized she was holding onto his tie.

"You're graduating soon."

"I know," she says quietly. "But what happens until then? This? Chaste kisses in your office once a week?"

"Rachel, I can't take you on dates," he says seriously. She nods. "I don't know what you're asking of me."

"I don't either," she admits. She looks up at him and she thinks he looks adorable when he's confused. "Just..._more_, I suppose."

"More," he whispers. She shrugs one shoulder slowly. "I can do more."

The smirk on his lips makes her smiles. "What does that mean?"

"Friday after rehearsal."

"What does that mean?" she repeats with a laugh. He kisses her forehead and turns her around, nudging her towards the door. "Will!"

"Patience, my dear," he says. He's behind his desk again when she looks at him over her shoulder.

She doesn't know what he's planning. She's excited to find out.

* * *

She successfully avoids Noah all morning. She sees him standing with Finn at the end of the hall, but he doesn't acknowledge her and she's just fine with that. She doesn't need him adding to her already insurmountable confusion.

What is this? What does she know about either of them? Admittedly, she knows Noah better than she knows Will. It's rather unfortunate. She wishes she knew Will well enough to just _know_ that it's him, that it's not just some ridiculous clandestine affair born from fantasy for either of them. She knows Noah well enough to know his feelings are sincere, even if he can't speak them. With Will, it's the opposite. He's told her he likes her, that he has feelings for her, but he hasn't shown it in any physical way. It's ridiculous for her to think she needs that. She never has before. Her heart doesn't work that way. Apparently her mind (and body) does.

So at the end of the day when Noah approaches her in the parking lot, she finds that her hand are shaking. He grabs her bag for her, opens the rear driver's side door and tosses her bag inside.

"Thank you," she says quietly.

"Wanna do something?"

"Do something?" she asks incredulously. "That's rather vague, Noah. I'm afraid I need a little clarification."

"Hang out. I dunno. Go get ice cream. Pet ponies. Fuckin'...fuckin' walk in the park. Whatever shit you're into." He stuffs his hands in his pockets. He's either cold or nervous. Rachel thinks it might be both. He sees the little grin on her face, the sparkle in her eye. As hot as it is, he thinks she's basically laughing at him. "C'mon. Help me out here, Rachel."

The sexy smirk on his lips is nearly irresistible. "I should get home. Dad will worry."

"Call him."

"I haven't eaten."

"We'll get food."

He's somehow backed her against the car, his thighs brushing hers as he stands in front of her. She doesn't push him away and she doesn't move. She could do either. She doesn't know why she won't.

"I'm interested in someone else," she says, because she thinks that might be the only thing that will deter him.

He wedges his knee between her thighs and weaves their fingers together. "Yeah? You don't kiss like you're interested in someone else."

That shit's true, too. She can't even deny it. She doesn't know what to say to that. She is hungry. And she doesn't have any homework. And Noah smells really, really good, and his lips are right there. She doesn't know how she can want two people so badly at exactly the same time.

"You're paying," she tells him, looking at him through her eyelashes. He smirks at her and she places her hand on his chest, pushing him away from her. "Follow me."

He doesn't like following orders. He usually doesn't do it. He doesn't want to.

But he wants to spend time with Rachel, and he figures her picking the restaurant isn't the worst thing. The taking separate cars thing, though? That sucks. If she was sitting next to him, he could at least try to slip his hand beneath her skirt or something. And who are we kidding? He totally would. He's hell bent on reminding her that there are things he can give her that no one else can. Not that they've ever had sex, but he knows he can give it to her better than anyone else. It's weird how well they just work together. Even just now when he was standing in front of her, he felt it. Their bodies just go together, and the way she looks at him, talks to him, all that just makes sense. He likes a girl who'll challenge him.

Rachel is about the most challenging woman he's ever met.

He follows her across town to this little Italian place. He's been here before and the food is fucking awesome. She's on the phone when she steps out of her car, and he just looks at her for a second, the way her skirt hits her thighs and how she brushes her hair away from her eyes as she hits the button to lock her car. He hops out of his truck and walks toward her, and by the time he's close, she's having the door of the restaurant held open for her.

"Not with Mark tonight?" the guy asks.

Rachel smiles and shakes her head. She can feel Noah's eyes on her. "No, I'm eating with a friend tonight," she explains. The guy smiles at Puck, and Puck figures he should probably smile back. "Is our table available, though?"

The guy, who's about 45, winks at Rachel and touches her shoulder. Wild guess, but Puck thinks she's been here once or twice before. "Of course. Even if it wasn't, I'd clear it for you," he promises. Rachel laughs a little bit and he grabs a menu and walks toward the dining room.

Once they're at the table, Rachel leans forward and kisses both of this guy's cheeks. "Thank you, Thomas."

"Tell your father I said hi."

"I will," she promises as she takes her seat. This Thomas dude walks away and Puck looks at Rachel questioningly. "Daddy and Thomas went to college together. Thomas invested incredibly wisely in the dot com boom, with Daddy's help, of course, and he quit his job in finance and opened this restaurant."

"Gotcha," Puck says. The waiter comes by and smiles at Rachel. He's a younger guy, maybe 20, with blonde hair and blue eyes. Puck hates this guy already. (It's not jealousy, it's just annoyance. Seriously.)

"Your regular, Rachel?" the waiter asks, dropping a bottle of San Pallegrino off at the table, pouring two glasses.

"Please. Thank you, Casey."

"And for you, sir?" the dude asks Puck.

He smirks at Rachel. "I'll have whatever she's having."

"Noah, you don't know what I ordered," she laughs.

He shrugs and takes a sip of his drink. "I trust you to make good choices," he says.

She narrows her eyes at him because she knows there's some deeper meaning there. Casey smiles and leaves the table and Rachel takes a drink, never taking her eyes off Noah.

"So," she says, leaning forward a bit, "why, exactly, did you insist on us spending time together?"

"Didn't I explain myself well enough last night? I have something you want. You have something I want. We should come together and...come together."

She blushes and widens her eyes at him. "Noah!" He shrugs lazily and reaches for his glass again. This fizzy water stuff isn't bad. "Forgive me for being so blunt, but aren't there about a hundred other girls in line to take care of that particular problem for you?"

Suddenly his foot is up against hers and he's leaning forward across the table. "I don't want other girls," he states, clearer than she's ever heard him say anything.

Their salads arrive and she doesn't stop looking at him as he reaches for his napkin and thanks the waiter. She shouldn't have felt such a surge of emotion (affection, if she's being honest) upon hearing him say those words. She shouldn't want to slip her foot out of her shoe and caress his calf (or what have you) with it. She shouldn't be smiling at him like she knows she is.

She manages not to grab him by the front of the shirt and kiss him. As they wait for their main courses, she's listening to him tell a very funny story about his sister which involves a pack of Nerds candy and a trip to the emergency room, and she realizes (it hits her full force) that she actually likes him. Noah.

And alright, Puck, his alter ego or whatever one could call it, is a complete heathen, shoving people into lockers and bedding women and acting like he's god's gift to the universe. Noah is different. He comes just a little closer to admitting his feelings, and he talks about his family, and he actually smiles, rather than smirks.

She wants Noah to talk to her for hours in this tone of voice he's been using.

She wants Puck to tear her clothes off and do what they both want him to do.

He chuckles after their lasagna (score! He loves lasagna) is set in front of them and she's pulled from whatever it is she was just thinking of.

"You okay there, Rach? You're blushing," he notes.

"I am not blushing," she states indignantly, reaching for her knife and fork.

"You were totally thinking about sex," he whispers across the table.

"Noah, please. Stop it."

He leans back in his chair and forks a bite of his (delicious) dinner into his mouth. "Good to know," he says.

She rolls her eyes and daintily chews her food.

She's wound so tightly. All he can think about is how fun it'd be to unwind her. And yeah, she's totally thinking about it, too. He's hoping this'll be easier than he thought.

When they're done their meal, he reaches for his wallet, but she shakes his head at him.

"I don't pay here," she tells him quietly, like she's being humble.

"Well, well, princess," he says with a smile. Free dinner? He won't complain about that. Maybe that's why she made a big deal of telling him he was paying; she was joking. God, she's cute. He takes one last drink of water, then stands. "Let's get outta here."

She doesn't really know why she slips her hand into his, but she does. He doesn't say anything about it, just leads her out of the restaurant and into the parking lot. It's dark now, and Rachel realizes that they're parked in the two darkest corners of the lot. She's pretty sure that no matter what happens next, it's going to get her into trouble.

She's so incredibly torn. She has this strange connection to Will, but this insane attraction to Noah. Noah is her age. He's easy. He's sweet, when he's alone with her, and he's funny. He's a bunch of little things that she doesn't know if Will is yet. Will is sweet to her, but only for minutes at a time, because that's all they get, and that's all they will get until something changes. And Noah is right. What happens when she goes away to school? She and Will's relationship will have just started and then all of a sudden, it'll be long distance. She won't really get to _be_ with him, even if they do get together.

Noah is right here, right now, standing in front of her.

So she kisses him.

They're standing along the side of the building, so it's easy for him to push her back against it, her jacket cushioning the blow of the bricks against her back. He doesn't seem to care why she's kissing him, not judging by the way he's pressing her into him. He's got one hand at the small of her back, holding her to him, and the other in her hair. She finds she likes it. They're in public, and anyone could see them, and he's still kissing her like he just doesn't care.

(That other man won't give her a kiss like this behind closed doors, not even when she asks.)

He unbuttons her coat, not caring if it's cold (he's planning on warming her up anyway) and slips his hand inside, palming her breast through her shirt. She arches into him and pulls her mouth from his only so she can say his name. That doesn't help him in that whole 'self restraint' department. He'd seriously fuck her up against this wall right now if it wasn't owned by her dad's goddamn best friend.

"I don't know what I'm doing," she says breathlessly as he kisses her neck, pulling aside the collar of her shirt to expose more skin.

"You need a diagram?" he says against her collarbone.

"Noah, I'm...Oh," She lets out this hot breath right against his ear. He figures she digs being kissed in that spot, so he nips at it with his teeth, then soothes it with his tongue.

She wishes they were in her bedroom. Maybe his, though hers is undoubtedly cleaner.

"Still interested in someone else?" he asks, tugging at her earlobe gently with his teeth.

She actually laughs a little bit. "Not at the moment, no."

"What are the odds I can take you to your place and your dads won't ask if I'm about to defile you?"

She shivers in his arms and tips her head back. He actually manages to put his hand behind it so she doesn't smack it off the bricks.

"There's no way," she tells him. She's totally staring at his lips. "But...that would be incredibly...nice."

"Nice?" he laughs, raising his brow.

"I can't think rationally with you pressing against me like this."

"Want me to move?"

She swears that eyebrow is going to come clean off his head if he moves it any higher. "Not necessarily." He laughs a little and kisses her, tracing her lips with his tongue. "Noah, I'm still very conflicted about my feelings."

"Okay."

"And..." He unbuttons the top button of her top. She places her hand over his. "I don't want you to think that this means we're dating or anything, because frankly, I don't think I can..."

"Rachel, shut the hell up," he commands. "You're fuckin' exhausting sometimes." Then she gets this wicked little smile on her face, and he's pretty sure that's Rachel Berry's version of a sexual comment. "I get it okay? You're fuckin'...what did you say? Conflicted."

"Yes."

"You like fucking around with me, but you still want Schue."

"I actually...I've come to like you, Noah. You're different than everyone sees."

"Whatever."

She buttons her shirt, then her jacket. He doesn't love that so much. "But I can't just turn my feelings on and off."

"Yeah. _Whatever_," he says. "We gonna take this somewhere else, or what?"

She smiles and pecks his lips quickly. "I think it's funny how you're trying to make it seem like that's all you want," she says quietly. He rolls his eyes. "Noah, you have feelings for me. You're just too afraid to admit it."

"Am not," he says defensively. She reaches for her keys from her bag. He doesn't like the way she's smiling right now, like she's so much fucking smarter than him or something.

She steps back from him and crosses her arms. "Say it, then."

"What?"

"You know what!" she shouts, stomping her foot.

There's a part of her that needs to hear him say the words. That part of her might be the decision making part.

He takes a breath and runs his hand over his head. She's going to make him spell it out.

He honestly doesn't know how he went from just wanting to tell her this Schue thing is crazy, to just totally realizing he's actually, like, crazy about Rachel. He honestly doesn't know when or how that happened. Maybe at the ice rink when she told him that useless piece of information, that she wanted to be an ice skater, and he realized that he actually kind of wants to know pretty much whatever she wants to tell him. It's totally fucked.

And now she's making him fucking _admit_ that shit.

"I have feelings for you," he says quietly, looking to the pavement.

"Pardon me?"

He glares at her. "Seriously?"

"I couldn't hear what you said!" she says. She's got this little grin on her face that he wants to kiss, or erase somehow.

"I said I have feelings for you," he tells her. "Okay? You're...kind of awesome, and if you didn't have your head up your ass with this Schuester stuff, I'd make you my girl in a fuckin' heartbeat. There. Happy?"

He doesn't know what it is about her that makes him talk so much. Okay, so usually, she pushes him into it, but he lets her get away with it.

She leans up and kisses him. "Happier," she says quietly. "I have to go, alright? I have some thinking to do."

"It's gonna be me, Rach," he says. He sounds confident, like he just knows it. "Schuester doesn't stand a chance against me and you know it."

She bites her bottom lip, resists the urge to comment on the fact that he's quoted an NSync song, and walks to her car with him following.

"I suppose we'll see," she says as she unlocks the door. He rests his hands on her hips and kisses her neck. "Noah."

"Goodnight, Rach," he says quietly.

He watches her drive away. He honestly knows he's going to end up on top. (Which makes him think of _her_ on top. Which would also be awesome.)

Feelings suck. If he didn't have them, he would have just thrown her in his truck and had his way with her. But no. He's gotta be all legit about this now. It's totally stupid.

But then, when he's laying in bed trying to get to sleep, she texts him saying she forgot to thank him for accompanying her to dinner and that she had a great time.

So maybe it's not so bad.

* * *

Rachel avoids both Will and Noah all day Thursday, and she's sure they both know it. She gives Will the brush off when he asks her to meet him between classes. She isn't lying when she tells him she has to get to class early to talk about some extra credit work. He makes a joke, asking if she needs it. She realizes that it may be slightly absurd that she's done all the extra credit made available to her since the ninth grade. But it keeps her average up, and that's important to her. So she walks away from him and tells him she'll see him at rehearsal in the afternoon.

Noah is a little tougher to ignore. They have two classes together, and his locker is just down the hall from hers. And he's wearing this white and blue plaid shirt with the sleeves rolled up to his elbows, and his eyes look incredible. She thinks he's done something different, but she can't figure out what it is, since he's a boy, and he has no real hair to speak of now that he's lost that ridiculous mohawk. He 'accidentally' bumps into her in the hallway, his hand brushing her backside, and he winks when he apologizes, so she's fairly certain it's not exactly sincere.

But she makes it to glee rehearsal with minimal heart-wrenching emotion. Then they sing a love song. Singing it to Finn actually makes things less complicated, because she doesn't have any romantic feelings for him whatsoever. She can smile and play it up and not have to worry about the signals being mixed or leading anyone on. Besides, he's dating Santana now, so it doesn't even matter.

She says goodbye to Mr. Schuester (one of these days, she's going to slip up and call him Will in front of everyone; she just knows it) and Noah walks her to her car, though she doesn't ask him to. He doesn't touch her at all or kiss her or anything. She thinks she misses it.

* * *

Puck gets some really, really great news when he gets home from school, and there's only one person he wants to share it with.

* * *

Friday morning, Rachel is a ball of nervous energy. And that's a bad thing. She talks more when she's nervous, and has the disposition of an over-caffeinated hummingbird.

Tonight is her 'date' with Will. She still doesn't know what he's got planned. She's anxious to find out. She wants to know if he'll give her the butterflies she feels when she's with Noah. She wants to know if he'll kiss her like that or make her feel like that. She wants to know if he'll open up to her like Noah has, admit feelings like Noah has.

If she's being honest, at the moment, there's a clear choice. It's almost as though this evening with Will is just to legitimize what she already knows.

And then Noah comes up to her between periods, with a genuine smile on his face and his eyes all...she doesn't know. There's something different about them. They're softer, or maybe a little more sparkly than normal. She's not going to tell him that.

"Hello," she says as she closes her locker.

"Guess what?"

She looks up at him and smiles when she sees the adorably happy expression on his face. "What?"

"I got my acceptance to University of Illinois last night. I'm going to Chicago."

"Noah!" she cries happily. She throws her arms around him and he lifts her up off the ground as he hugs her. He doesn't give a shit that people are looking at them. "Congratulations! Oh, my god, that's so exciting!"

"I know. I can't believe I got in," he admits quietly.

"I told you you could do it," she reminds him. That happened at that holiday party, before they started making out. He wouldn't have remembered if she hadn't just said it. "And the really strange thing is that I just registered at the Academy for the Arts last week. So it looks like we'll both be in Chicago."

He thinks that whatever is happening to his heart right now is totally not normal. He's had lectures about this in health class. It's like, arrhythmia or something. It starts beating all fast.

"Cool," he says, because his mouth is kinda dry and words are hard to come by.

Shit. Is he too young for a heart attack?

"I have to get to class," she tells him. "But I really am _so_ happy for you."

"Thanks." He smiles and she actually blushes. He wonders what that's about. "Hey, let's do something tonight. To celebrate."

"Oh," she whispers, looking to the floor. "I actually can't. I have...I have plans."

He sighs and shakes his head. "You're fucking kidding me."

"Noah..."

"Whatever, Rach. I'll see you in glee."

"Noah!" She pulls him back towards her, her hand on his bicep. She wonders if he's flexing. "I'm sorry. I'd love to go out with you tonight, but these plans were made earlier in the week."

"Don't wanna hear about it," he tells her.

"I'm _sorry_," she says, looking up at him.

"You don't have to apologize," he says. He's smirking all of a sudden. It's unnerving to her. "You're just gonna go with him and it's gonna make you realize that you want me." He resists the urge to tuck her hair behind her ear. She does it anyway. "Like I want you."

She doesn't want to give him any false hope whatsoever. She doesn't know for certain that's how it's going to go. (The odds are about 75% in his favour right now, if she's being honest.)

"I have to get to class."

He nods and she walks away.

The butterflies she's been craving are back. They always seem to come around when he does.

* * *

So now that Puck's got himself all up in Rachel's head, he figures he's got to plant some seeds of doubt in Schue's (the fucker).

At rehearsal, the guys are on one side of the room, learning the harmonies for the breakdown under the tutelage (there's another Rachel Word) of Mr. Schue. Rachel's on the other side of the room leading the girls. He's got to smile at that. She's totally in her element, bossing everyone around. He's a little pissed when he realizes this is like, Schue's idea of a gift to her or whatever, but fuck that. Puck can actually, you know, date her, so he thinks he's got the upper hand.

"Puck, you want to pay attention?" Mr. Schue asks. The rest of the guys are a couple feet away, going over runs or whatever.

Puck's been staring at something else. "Sorry, Mr. Schue. I get distracted sometimes by that girl."

"I beg your pardon?" Schue asks incredulously.

"Look at her," Puck says. He doesn't want to draw attention to Rachel, but it's necessary for this ploy. "She's like Patton in a plaid skirt. It's totally sexy."

"Puck, I really don't think this is an appropriate conversation," Mr. Schuester says. He sounds all serious and stuff. Puck knows the dude is just jealous and probably a little uncomfortable. Whatever.

"You think she'd go for me?" he asks. He does it just for the look on Schue's face, which is pretty fuckin' priceless.

"Rachel? What happened to the younger girl?"

"Ah. Flavour of the week. Didn't follow through on that one. But Rachel, I mean, she and I've always had this...this...sexual chemistry," Puck says, watching Rachel as she talks to Quinn. "Feels like a shame if I don't try to take advantage of that." Mr. Schue does not look impressed. "I don't mean take advantage in a bad way. Shit."

"Can we just focus on the piece, please?" Schuester says.

That's just not a statement Puck can leave alone.

He smirks, leans against the piano and stares at Rachel. "Oh, I am."

Mr. Schuester doesn't have a teacher-like comment for that. He just shoves the sheet music back into Puck's hand and that's the end of that.

But yeah, that little seed of doubt is now a fucking full sized _tree_.

* * *

Rachel watches Noah reach for the hoodie he took off halfway through practice. The muscles of his back and arms move, and his shirt rides up a little at the back, showing off a little skin and the band of his boxers. They're Calvin Klein. Figures. The boy could be a model or something. When she meets his eyes again, it's from across the room and he's smirking at her as he pulls his hoodie on. She's blushing. She knows she's blushing.

Will is talking with Finn by the door, not paying any attention to her (or at least he's making it seem like he's not) so she glances over her shoulder at him, then walks over to Noah just as he's zipping his sweater.

"'Sup?"

"I was thinking...maybe I'll call you this weekend?" she says tentatively, toying with the sleeve of her sweater.

"Got plans," he tells her. Her heart falls a little, but she knows he doesn't owe her anything. They aren't dating. He's free to do whatever he wants.

"Oh. Okay, well, I'll see you on Monday, then," she says quickly, hoping her disappointment isn't obvious.

But then he's wearing the smirk that usually means he's teasing her, like he knows some joke she's not in on.

"I'm just going to Mike's place tonight. You can call me whenever you want, babe," he tells her quietly. The fact that he even cares enough to say it quiet so Schue won't hear is kind of fucking miraculous. He doesn't want to make things harder for her. He just wants to make it as easy as possible for her to 'pick' him. (As if she has a choice). "And just say the word and I'll come over so we can make this whole thing official."

He winks and she ignores (as best she can) the racing of her heart and the feeling deep in her stomach.

"Noah."

"Later, Rach."

He brushes her hip with his hand as he passes, and she knows it's on purpose. It makes her smile, rather than annoying her. It's warm, with Noah.

She thinks maybe that's the best way to describe it. Just _warm_.

There are moments when he says the most asinine things, things he really should know not to say (no one ever taught him not to, so she forgives it). Those things make her blood run a little colder. Mentions of Quinn and that baby; he jokes about it because he still doesn't know how to talk about it any other way. Digs at his father. Jokes about her dedication to school and 'total loserdome', she knows he only says it because he is, on some level, jealous of her ambition.

Then there are times when he makes her so hot (metaphorically, figuratively, literally, what have you). He speaks low in her ear. Sings a line of a song she likes. Runs his hands over her skin. Kisses her. Promises her things so dirty and depraved they make her blush and want to somehow confess her sins, even though she hasn't sinned yet (not really).

It balances out, the hot and the cold. And everything else is somewhere in the middle. Law of averages.

She thinks it's exciting.

And then there's a hand on her back and she thinks it's probably very, very strange that she knows immediately it's not Noah's.

"Ready?" Will asks, half a smirk on his lips. All she can do is nod.

This feels very strange to her, him leading her into his office adjacent the choir room, shutting the door behind them just minutes after everyone else has left. She knows it shouldn't. They've done this countless times before (14) without her thinking anything of it.

But there's something impending here, and she doesn't know what it is.

She never knows where she stands with Will.

(She always knows with Noah; he always tells her somehow, with his words or his actions or his lips on her skin.)

"So, I know this is...okay, it's completely cheesy, but...Well, I say we could all use a little cheesy in our lives from time to time."

She smiles a little as he moves around the office. "Is that why you're having the glee club work on Uptown Girl?" she asks.

He shoots her a playful glare. "Don't knock Billy Joel, Rachel," he warns her. She laughs and it makes him smile and he is just so cute. He's moving the chairs that usually sit across from his desk to the side of the room, then he pulls a red and white checked blanket (maybe it's a table cloth) from a bag on his desk. "Voila."

He spreads the blanket out on the floor and she looks at him questioningly. "What's this?" she asks, though she's fairly certain she already knows the answer.

"We both know I can't take you out, but...I can keep you in," he says sweetly. "Now, it's not much, since I had to basically hide this in here all day, but I've got..."

"Will," she says quietly, grabbing his hand as she sits on the blanket, pulling him with her. "This is very sweet. I...It's wonderful."

She thinks she's just made him blush.

She's trying to let him down easy, and he's taking it the wrong way.

"You were...You were amazing in rehearsal today, Rachel. Sometimes when you sing, I just...It's like I'm...Let's just say you know how to capture an audience."

She smiles and bites her lip. Compliments on her singing are very nice, yes, but they aren't the basis of a relationship. She doesn't know anything about him.

So she starts asking. It surprises her that he's eager to tell her. She hears about his parents and why he decided to become a teacher and his marriage (even though the rumours have been running around town for the better part of two years, it's still nice to hear everything straight from the source). He tells her about how badly he wants glee club to make it to Nationals someday. He tells her just about anything she could want to know, as they sit there eating sandwiches and vegetables and dip and (for dessert) chocolate chip cookies.

And then he tells her she's the perfect mix of Terri and Emma, the only two women he's ever loved. She's really not sure what to think about that.

That feels far too intense, and she wonders if this is what adult relationships are always like.

She takes a second to think about her whateveritis with Noah. It's intense as well, just in a different way. A more pleasant way. There's nothing uncertain. She doesn't often have to ask him to clarify what he means when he says something, and if she does, he usually means it a good way. (She'll never really understand how calling something 'sick' could be a positive thing; nevertheless...)

Even now that she knows more about Will, she still doesn't know the really important thing: How does he _truly_ feel about her? What can he offer her? Maybe she's too young and this relationship is too young to be thinking about that, but she is. She hates the uncertainty. She can't do it.

But she still can't stop him when he kisses her.

It's a little different, because they're sitting on the floor and he's quick to lay her down. His hand runs over her hip and he takes his time relaxing her, just pecking, teasing at her lips. When his tongue comes out to move along her bottom lip, her eyes fly open.

"I can't...I can't do this," she says, pulling away abruptly. She feels like she's cheating on Noah and they aren't even dating.

That's her answer, even if she pretty much knew it already.

"Okay," he says calmly. "It's too fast. I understand."

"No," she says, shaking her head. She runs her hand over her face. "No, it's not that. It's just...I'm sorry. I just can't." He's confused, she can tell. "I'm just over analyzing everything, and while this is all truly sweet and nice of you, Will, and you've been so wonderful, telling me all about you and answering my many, sometimes far too personal questions..."

"I wanted to answer."

"I just feel...This isn't right," she finally admits.

He's just looking at her, as if he's trying to see what's going on inside her head. It's unnerving, so she gets up and sits down on one of the chairs at the edge of the room. He stands too, looking down at her, and she thinks of him as a teacher for the first time in weeks and weeks.

"Is this about Puck?" he asks, eyes narrowed.

"No! Yes. Sort of!"

"Rachel, it's not a multiple choice," he tells her. "I know he's interested in you." She just looks at him. She's sure her eyes are doing that thing that makes her look like she's been caught with her hand in the cookie jar. "Are you interested in him? Just tell me."

She looks to her hands, folded on her lap. "Yes," she says quietly.

"Wow."

"I'm sorry," she says desperately, standing from her place. "I didn't mean for it to happen, but Noah...There's always been this...this stupid, nagging _thing_ between us, and I just..."

"I don't need the details," he says, interrupting her speech. "I'm being dumped for a kid with a mohawk."

Rachel actually laughs. "He doesn't have it anymore."

Will looks at her with something like...realization. At least that's what she thinks it is.

"I've never really been on this side of the coin," he tells her. "No one I've ever been with has wanted someone else. God, that sounds so conceited."

"No, it doesn't," she insists, shaking her head. "I've never had someone who _didn't_ want someone else." He tilts his head sympathetically. "Will, I'm so sorry. I'm well aware that you've been honestly trying to make this work, and I thought...I mean, I thought that was what I wanted. It was, truly. I feel terrible. I feel like I've lead you on."

"Calm down, Rachel," he says with a smile, running his hands up and down her arms. "It's fine." She takes a deep breath. "It never would have worked out anyway, right? I mean, you're a student. God, what was I thinking?"

"Well, I am quite attractive. And my talent alone is reason enough for a man to fall for me."

She's totally serious. He laughs. She supposes that's okay.

"You should go," he says.

She thinks she's hurting him more than she thought she would.

She nods. "I should. I...I'll see you Monday," she says, pausing for a moment before adding, "Mr. Schuester."

He laughs again, smiles weakly and gives her a quick nod.

She grabs her bag and slips out the door.

She should not be smiling so widely right now.

* * *

So Puck honestly doesn't know if Rachel's going to call him tonight. She said 'this weekend.' Well, the weekend is three days long, and he usually spends his Fridays at parties having drinks, and he doesn't think this one should be any different. Except there's no party, really, just him and the guys (yeah, all the guys in glee) and for some reason, Santana. There's a 26er of JD, video games and about 10 different kinds of chips, which is all pretty awesome. Santana's on his ass - in Spanish - about something he doesn't give a fuck about, which is pretty standard. He asks her - in Spanish - what the fuck she's doing here. She reminds him that she's dating Finn, and he rolls his eyes. Right. That whole fucking mess.

So he's two shots in and kicking ass at COD3, and he's somehow convinced Santana to feed him chips while he plays so he can concentrate on the game (his powers of persuasion are top notch). His cell goes off. It's in his pocket, but now he's about two seconds from being annihilated by Artie, who's like, a fucking master of this game.

"Get that," he barks at Santana. He shifts in his seat so his leg is extended so she can pull the phone from his pocket.

"Dude, she isn't going to reach into your pocket," Finn says, brow knit together.

"Nothin' she hasn't touched before. C'mon, before it goes to voicemail!" Puck says seriously.

Santana rolls her eyes, but reaches into his pocket and pulls out his phone. "Why the fuck is _Rachel_ calling you?" she asks.

He gets this smirk on his face (it is _not_ a smile) and tosses his controller to Kurt, who looks at it like it's a bomb about to go off in his lap.

"None of your fuckin' business," Puck says. He tugs on her ponytail as he passes, just to piss her off. Finn is giving him a weird look. He doesn't give a fuck. He answers the phone as he steps into the hall. "What are you wearing?"

"You know what I'm wearing. You saw me less than four hours ago, and I haven't been home yet to change."

Seriously? He's really gonna have to talk to her about what's sexy and what's not. She's kind of adorably clueless.

"You calling me to break up with me?"

"Noah."

"Just asking. I wanna know if I need to pour myself another drink or ten," he says.

"You've been drinking!?" she shouts. "Noah, you're underage! That's completely reprehensible!"

"Whatever, babe. I'm sure you didn't call me to bitch me out about a couple drinks of Jack."

"No, that is not, in fact, why I called. Are you still at Mike's?" she asks. "I'm about five minutes away."

He smirks (it's _not_ a fucking smile, okay?) again. "Can't wait to see you, baby," he says in the tone of voice he knows makes her pretty much putty.

She takes a breath and says goodbye after he tells her to just come in and head for the media room. (Mike's house is massive and has rooms for pretty much whatever you could want.)

And fuck. He's totally smiling when he walks back into the room and takes his place on the couch again. He drops his phone on the table, because if it rings again and he's busy, he kinda doesn't want Santana's hand anywhere near his business. She's liable to hurt him if he looks at her sideways.

"Rachel's stopping by," he announces.

"Cool," Mike says nonchalantly.

"What _is_ it about that girl?" Santana asks.

"Come on," Matt says, smiling as he watches Artie completely destroy Kurt in the game. "Rachel's really awesome."

"And hot," Mike adds. He gets matching glares from both Puck and Santana (different reasons, same expression). "What? She totally is. Seriously, San, you wouldn't hit that?"

All the boys in the room seem to start paying a lot more attention to this conversation.

"Don't ask her," Puck says, looking at Santana. He thinks it's kind of awesome that they both make it seem like they hate one another, but they actually get along pretty well. "She's on boys right now."

She leans over and kisses Finn. When she looks back towards the guys, she's scowling again. "Even if I wasn't, I don't like to swim through plaid and argyle and ridiculous sweaters with woodland creatures on them to get what I want." All the guys seem to notice at that moment that Finn's wearing a plaid shirt. "You know what I mean."

"And you can all fuck off, alright? Because Rachel's mine," Puck says possessively. He pours himself another shot because he knows he won't be able to have one once she's with him. (Okay, he pours a double.)

"What? When'd that happen?" Matt asks in amusement.

"It's about to," Puck says with a cocky grin. As if on cue, Rachel walks into the room and surveys, taking note of who all is there. "Hey."

"Hi," Rachel says, doing her best to sound chipper. She gets a chorus of greetings from everyone except Santana, who does that fake smiling thing. "Noah, may I talk to you for a moment?"

"Sure thing," he says, getting up again. As he's following her out of the room, he turns around and says over his shoulder, "told ya!"

"What did you tell them?" Rachel asks as she stands in front of him in the hall. He rests his hand on her stomach, pushing her back against the wall. She looks at him with a mixture of lust and something he can't quite put his finger on.

"That you're mine."

She bites her bottom lip and looks down. He rests his hand against the wall over her shoulder. "Oh." She moves her hand up his chest to rest on his shoulder. "I'd hate to make a liar of you."

He laughs a little, leans in and kisses her. "No. I've never lied before in my life."

She giggles and toys with his collar. "Noah, you can pull off many things. The innocent act isn't one of them," she says.

He looks over his shoulder to make sure there's no one listening to their conversation. "So that other thing is over?"

"Over," she says as he takes a step closer. He kisses her again, harder this time, his tongue moving against her own until she pulls away. "You taste like alcohol."

"'S'good though, right?" He kisses her again, because shit, it's like a pre-requisite to being his girl that she has to like JD. (No, he doesn't really care, but it'd be pretty sweet.)

"It's not terrible," she admits.

"You wanna hang out? Or you wanna to do something alone?"

He's pressing against her now, his hips against hers and one hand tangled in her hair. Frankly, she thinks she's wanted to be alone with him since the other night when they went to dinner. Especially now that he's her boyfriend. Or at least the boy she's seeing. She's not sure how to label it. She's sure they'll get to that point. She's proud of herself, though, for not freaking out and making a big deal about making him put a name on all this. It's not as though she doesn't know he has feelings for her. She smiles when she thinks about that.

"If we leave now, everyone will know why," she points out.

He smirks and shrugs his shoulder. "So?"

"So!" she hisses. "I'd rather not have half our friends know exactly how we're spending our evening, thank you very much."

He laughs and kisses her, letting his hand slip beneath her shirt at the small of her back. "Alright. We can stay. I mean, if you don't mind being around Finn and Santana. They're kind of disgusting with the kissing and touching and whatever, though."

Rachel glares at him before pushing him away. "Why would I mind?" she asks. She wants to laugh at his insinuation that she'd care at all what Finn does and with whom.

Shit. He was really hoping that'd work so he could, you know, finally have sex with her.

They walk back into the room and they're met with a bunch of different looks, from confusion (Finn) to amusement (Artie) to indifference (Santana). Puck takes his place on the sofa, and Rachel sits down on the floor in front of him and grabs a handful of pretzels. Santana sits down next to her and (to everyone's surprise) the girls have an actually conversation that doesn't include eye rolling and/or threats of decapitation. Puck thinks he should be worried or something, because that's just not right.

They last an hour before Puck is going a little crazy. Rachel's talking to Matt and Mike, laughing and generally being hot. Kurt left already, getting a ride home with Artie, and as lame as it is, since it's just barely 10:00, this party is winding down. Finn and Santana are sitting together on an oversized chair, talking quietly. Puck's pretty sure they'll be leaving any minute.

"Hey, Rach," Puck says, kicking her in the ass lightly with his foot. She turns around to face him. "Wanna get the fuck outta here?"

She sighs and shakes her head, but she stands pretty much immediately. "Thank you for hosting, Mike."

"Uh. Cool," Mike says. Hosting? Dude poured chips into bowls and let people sit on his couch. Whatever. "See you guys later."

Rachel's practically pulling Puck towards the door by the time everyone has said some form of goodbye.

They're not even to her car when he stops, pulls her flush against him, and kisses her in a way that is most certainly not appropriate for the side of the street in front of Mike's house. She tries to protest, to say his name, but it's just muffled against his lips, which he's relentlessly pressing against hers. She doesn't really mind, but she'd much rather take this to her house or his. God, all those promises he made, how he'd make her feel, what he'd do to her...She needs him to keep up his end of the bargain. She picked him (it wasn't a choice, really, just something she had to realize) and now she needs him to do what he claims he does best.

It's unlike her to think about the physical in such a way. But with him pressed entirely against her front, his lips and tongue torturing her, she thinks now would be an appropriate time to start.

"How drunk are you right now?" she asks when he finally pulls away, after however long.

He laughs a little and brushes his nose against hers. He doesn't know where that shit comes from. Feels good though, and it makes her smile all cute and stuff.

"Just buzzed, baby. Fully functional," he tells her, and she looks confused. He realizes she definitely has no idea about the effects of too much alcohol on a guy's system. "Let's get outta here, yeah?"

She laughs and touches her lips. "That's what I was trying to do before you mauled me."

He smirks and she's sure whatever he says next is going to give her that feeling in her stomach that he tends to give her.

"You haven't seen anything yet." He grabs her wrist, not her hand, and tugs her towards her car where it's sitting at the curb. Once they get there, he leans back against it, pulling her by the hips so she's flush against him. "_Fuck_, you're hot."

"Noah, let's go," she says with a smile, holding her keys in her hand. She's not really ready to tell him she just wants to get him alone and preferably out of his shirt, but it's definitely what she truly wants.

"Wait," he says. "Wait."

"What?"

He kisses her gently, like he's only ever done when he's trying to buy time to, you know, think of how to say what he thinks he wants to say. He thinks she's figured that shit out, too, because she's just looking at him as they part, and maybe she's playing with his belt loop a little bit, which is kind of stealthy and hot.

"You just fuckin'...came here, and barely said two things about that other thing. Not that I want to hear about it, because I fucking _don't_. At all. But, I dunno. I kinda can't believe..."

She kisses him. He's almost thankful to her for shutting him the hell up. He talks way too much around her.

"You've been trying to convince me that you're the right choice for weeks. I don't think you've even shown me all you could to convince me, which is a rather terrifying thought," she says quietly. She's still got her finger through his belt loop, and he's trying really hard to concentrate. "I'm honestly not sure how we went from...from what we were, to this. I always thought I was just some girl to you. Some girl you could count on to kiss sometimes when neither of us were with other people."

"Well, that's kinda what you were," he says. He thinks he's just fucked up by admitting that, but she smiles at him.

"The point is, I think we've both realized that whatever this is, it's most certainly more than just that," she says. He nods a little bit and brushes his lips against hers. "And you are the right choice."

He smiles. "Yeah, I am."

"So quit stalling, and get the heck in the car," she tells him, pulling away.

He laughs at her for not even being able to say 'hell'. It's pretty funny. He gets into the car and immediately pushes the seat back as far as it'll go. He doesn't know what midget friends she's been driving around, but shit, his knees were practically hitting his chin. She laughs when he tells her, makes a big deal of the whole thing. And he really doesn't mind the way she takes his hand as she's driving. He would have thought she'd be all about '10 and 2' and 'no distractions' or whatever.

He's a little surprised when she pulls into her driveway. He doesn't know why, really, just that it freaks him out, the thought of running into her dads. There's pretty much only one thing two teenagers can be planning on doing at 10:30 at night in a situation like this. But then he notices that the house is dark and Rachel's pulling him towards the front door, saying something about some wine tasting weekend or whateverthefuck, so he's pretty sure he's in the clear.

They get to her bedroom, and then it's clothes off and candles lit and her lips literally _everywhere_ (she's fucking amazing) and _oh, right there_ and honestly, he wishes he'd been doing this for like, the last year.

They're laying there after, and she's forced him to text his mother and tell her he's staying at Mike's, then texted Mike to let him know the 'plan' (lie). Puck kind of digs that Rachel's a post-sex cuddler. It's cute, the way she lays all up against him (doesn't hurt that she's totally naked and has sex-hair and stuff) and her hand moves back and forth over his stomach, which feels way too fucking good, actually.

Rachel hasn't ever slept with someone so early in a relationship. Obviously. But it's different with Noah. She didn't feel pressured, and she wanted it _so bad_. And she doesn't doubt that he'll be here in the morning. She doesn't doubt that this relationship is real, that he's not using her. She knows she means something to him, not only because he told her, but because he fought for her. She knows that if she says those words to him, he'll roll his eyes and try to deny it, but it's true. And Rachel has decided that she quite likes being fought for.

(And the love making was really quite spectacular.)

"What?" she asks when he chuckles a little bit, his hand trailing up and down her arm.

"Nothing."

"Tell me," she demands, smiling and pulling away. She notices the way his eyes fall to her chest. She's a little surprised at herself for not covering up.

"'S'gonna be awesome parading you around in front of Schue," he says deviously. She looks shocked. Crazy girl. Of course, he's going to try to piss people off. "And he can't do shit about it because it's all a big secret."

"Noah, I really think..."

"Nope. Fuck it," he interrupts her. His fingers are running through her hair, and that's making it very hard for her to concentrate.

"You didn't even listen," she says, pouting. If this girl's going to pout with those lips, he's for damn sure going to kiss her. "I don't want things to be uncomfortable for anyone. We still have Regionals to think about, and hopefully Nationals, too. I can't afford to have tension in the group."

"You mean _we_," he says with a raised brow and a grin. She's sitting up, now, leg tucked beneath her and the sheet clutched to her chest as she looks at him. "_We_ can't afford."

"Noah, please," she scoffs. "We all know glee club would be in ruin without me."

"Good thing you're humble, babe."

"_Please_!" she repeats. "This coming from _Mr. I can get whatever woman I want_."

He grins and grabs her arms, hauling her towards him so she's laid out on top of him, nothing between their naked bodies. "Got you."

She lets him kiss her, but she still manages to remind him; "Actually, I believe _I _got _you_."

"You always have to win, don't you?" he asks. It's meant to be a joke, but they're both a little more serious right now, given that he's about two seconds away from being inside her again and she's finding it very hard to concentrate with his hand moving down her back like that.

"In my experience, it's best for all involved if I get my way," she says teasingly. Sort of. It's not far from the truth.

"Not with me," he says, trying to roll her beneath him.

She stops him, moves her legs so she's straddling him, and lets the sheet fall away as she sits up with her hands on his chest.

"This way," she insists, moving her hips slightly.

He just nods and pulls her towards him to kiss her.

And yeah, he knows she's totally proving her point that she can pretty much always get what she wants. But fuck. He's learning pretty fast that what she wants? Well, that's not really so bad anyway.

* * *

He doesn't really show her off in front of Schue. Not really. She's got a point about that tension and shit, and he kind of wants to win Regionals this year, too.

But he does kiss her once (twice...maybe three times) when Schue is looking and Rachel doesn't realize he's there.

And maybe he winks at Schue over Rachel's shoulder. Just once.

**_-Fin-_**


End file.
